Exhibit 3.2
 AMENDED AND RESTATED BYLAWS OF
 ENDOCYTE, INC.




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TABLE OF CONTENTS
 PageARTICLE I  CORPORATE OFFICES
    
    
    11.1   REGISTERED OFFICE
    
    
    11.2   OTHER OFFICES
    
    
    1ARTICLE II  MEETINGS OF STOCKHOLDERS
    
    
    12.1   PLACE OF MEETINGS
    
    
    12.2   ANNUAL MEETING
    
    
    12.3   SPECIAL MEETING
    
    
    12.4   ADVANCE NOTICE PROCEDURES
    
    
    22.5   NOTICE OF STOCKHOLDERS MEETINGS
    
    
    62.6   QUORUM
    
    
    62.7   ADJOURNED MEETING; NOTICE
    
    
    62.8   CONDUCT OF BUSINESS
    
    
    62.9   VOTING
    
    
    72.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    72.11 RECORD DATES
    
    
    72.12 PROXIES
    
    
    82.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE
    
    
    82.14 INSPECTORS OF ELECTION
    
    
    9ARTICLE III  DIRECTORS
    
    
    93.1   POWERS
    
    
    93.2   NUMBER OF DIRECTORS
    
    
    93.3   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
    
    
    93.4   RESIGNATION AND VACANCIES
    
    
    103.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE
    
    
    103.6   REGULAR MEETINGS
    
    
    103.7   SPECIAL MEETINGS; NOTICE
    
    
    113.8   QUORUM; VOTING
    
    
    113.9   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
    
    
    113.10 FEES AND COMPENSATION OF DIRECTORS
    
    
    123.11 REMOVAL OF DIRECTORS
    
    
    12ARTICLE IV  COMMITTEES
    
    
    124.1   COMMITTEES OF DIRECTORS
    
    
    124.2   COMMITTEE MINUTES
    
    
    124.3   MEETINGS AND ACTION OF COMMITTEES
    
    
    124.4   SUBCOMMITTEES
    
    
    13ARTICLE V  OFFICERS
    
    
    135.1   OFFICERS
    
    
    135.2   APPOINTMENT OF OFFICERS
    
    
    145.3   SUBORDINATE OFFICERS
    
    
    14
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TABLE OF CONTENTS
(continued)
 Page5.4   REMOVAL AND RESIGNATION OF OFFICERS
    
    
    145.5   VACANCIES IN OFFICES
    
    
    145.6   REPRESENTATION OF SHARES OF OTHER CORPORATIONS
    
    
    145.7   AUTHORITY AND DUTIES OF OFFICERS
    
    
    15ARTICLE VI  STOCK
    
    
    156.1   STOCK CERTIFICATES; PARTLY PAID SHARES
    
    
    156.2   SPECIAL DESIGNATION ON CERTIFICATES
    
    
    156.3   LOST, STOLEN OR DESTROYED CERTIFICATES
    
    
    166.4   DIVIDENDS
    
    
    166.5   TRANSFER OF STOCK
    
    
    166.6   STOCK TRANSFER AGREEMENTS
    
    
    166.7   REGISTERED STOCKHOLDERS
    
    
    17ARTICLE VII  MANNER OF GIVING NOTICE AND WAIVER
    
    
    177.1   NOTICE OF STOCKHOLDERS MEETINGS
    
    
    177.2   NOTICE BY ELECTRONIC TRANSMISSION
    
    
    177.3   NOTICE TO STOCKHOLDERS SHARING AN ADDRESS
    
    
    187.4   NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL
    
    
    187.5   WAIVER OF NOTICE
    
    
    18ARTICLE VIII  INDEMNIFICATION
    
    
    198.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS
    
    
    198.2   INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT
OF THE CORPORATION
    
    
    198.3   SUCCESSFUL DEFENSE
    
    
    208.4   INDEMNIFICATION OF OTHERS
    
    
    208.5   ADVANCED PAYMENT OF EXPENSES
    
    
    208.6   LIMITATION ON INDEMNIFICATION
    
    
    208.7   DETERMINATION; CLAIM
    
    
    218.8   NON-EXCLUSIVITY OF RIGHTS
    
    
    218.9   INSURANCE
    
    
    218.10 SURVIVAL
    
    
    228.11 EFFECT OF REPEAL OR MODIFICATION
    
    
    228.12 CERTAIN DEFINITIONS
    
    
    22ARTICLE IX  GENERAL MATTERS
    
    
    229.1   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
    
    
    229.2   FISCAL YEAR
    
    
    229.3   SEAL
    
    
    239.4   CONSTRUCTION; DEFINITIONS
    
    
    23
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TABLE OF CONTENTS
(continued)
 PageARTICLE X  AMENDMENTS
    
    
    23
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AMENDED AND RESTATED BYLAWS OF ENDOCYTE, INC.
 ARTICLE I  CORPORATE OFFICES
     ARTICLE II  MEETINGS OF STOCKHOLDERS
  DGCL




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Advance Notice of Stockholder Business.
 provided however Public Announcement 1934 Act
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Business Solicitation Statement Stockholder Associated Person
  Advance Notice of Director Nominations at Annual Meetings.
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nominee
 Nominee
Solicitation Statement
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(iii) Advance Notice of Director Nominations for Special Meetings.
   (iv) Other Requirements and Rights.
   -5-




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provided, however,
     provided, however,
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ARTICLE III  DIRECTORS
       -9-




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provided, however
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ARTICLE IV  COMMITTEES
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However
       ARTICLE V  OFFICERS
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provided, however
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ARTICLE VI  STOCK
     provided, however
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provided, however,
   -16-




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ARTICLE VII  MANNER OF GIVING NOTICE AND WAIVER
  prima facie
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(ii)
    
    if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice;(iii)
    
    if by a posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and(iv)
    
    if by any other form of electronic transmission, when directed to
the stockholder.
 prima facie
 electronic transmission
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ARTICLE VIII  INDEMNIFICATION
  Proceeding nolo contendere
   -19-




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Sarbanes-Oxley Act
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provided, however
       -21-




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corporation other enterprises fines serving at the request of the corporation not opposed to the best interests of the
corporation
 ARTICLE IX  GENERAL MATTERS
     -22-




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person
 ARTICLE X  AMENDMENTS
 provided, however provided, however
 -23-




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ENDOCYTE, INC.
 CERTIFICATE OF AMENDMENT OF BYLAWS
  th
 /s/ Dan BoeglinSecretary